"Star Wars Episode II: Attack of the Clones" is the second film in the three part prequel (the opposite of a sequel) to the original Star Wars trilogy; "Star Wars," "The Empire Strikes Back" and "The Return of the Jedi." Think of these films as part of a six-episode series; with "Stars Wars" being number IV, "The Empire Strikes Back" as V, and "The Return of the Jedi" as VI. The second trilogy began with "The Phantom Menace" as Episode I, "Attack of the Clones" as II and the scheduled release of Episode III in 2005. This current trilogy of films continues the back-story for episodes IV, V and VI.

We all know of Darth Vader, Luke Skywalker and Princess Leia, and with the current trilogy, we learn about their parents, about them as children and the events leading up to the epic battles of previously released "Star Wars" films.

Episode II traces the emergence of the Dark Side as it begins to take control of the Democratic Republic. There are two main elements to the story, which provide plenty of opportunities for action. Within the Republic is a separatist movement, encompassing hundreds of planets and alliances, which threaten to overwhelm the powerful Jedi force. This leads to the beginning of the Clone Wars. The parallel story is one of love, the passionate kind and the love of family.

Anakin Skywalker (Hayden Christensen) is an apprentice Jedi under the watchful eye of Obi-Wan Kenobi (Ewan McGregor) who is assigned to protect Senator Padme (Natalie Portman) from assassination. Anakin and Padme are young adults whose long-term friendship has turned to more. Their love is forbidden, as a Jedi must control his emotions much like a monk. Anakin is a conflicted soul; but circumstances allow him and Padme to eventually marry. In "Attack of the Clones," Anakin is a hero with the beginning of a dual personality that will eventually transform him into Darth Vader.

We both thought that 2001: A Space Odyssey was a great film the first time we saw it in 1968. But seeing it in 70 MM format last year, and again in the same format this year, George realized it is indeed a masterpiece of filmmaking; Pam came to this conclusion a bit earlier. Neither of us is a "Star Wars" fanatic but after seeing this film only once, it has the potential of being a greater marker in aggressive filmmaking than the initial "Star Wars" movie that was released in 1977.

The plot of "Attack of the Clones" is rich in detail, with a range of emotions from forbidden love, passion, friendship, traitors, heroism and fear for a kidnapped mother in the hands of vicious killers. Mix in ever-changing action, in the desert or in the middle of a raging ocean, inside a factory with giant funnels belching molten lead into vats on conveyor belts. A death defying battle in an outdoor arena makes the final clash in Gladiator look like a mousetrap.

Words like mind-boggling and terms yet to be created for the lexicon best describe what you see on the screen. With this film, CGI has come into its own. And speaking of the big screen, do make the effort to see this film on the largest screen available at your local multiplex. It’s seldom that after seeing an action film targeted at teen-age boys that we can’t wait to see the movie again.

The action is non-stop, other than when politics, the love story, or events clearly leading up to action are taking place. The variety of events is so broad that they are hard to describe, and if we did a good job of it, we’d spoil the fun of you seeing the adventure unfold as we did.

As in "The Phantom Menace," the acting, although not bad, is nothing to write home about. Still the characters are interesting, especially many of the quasi cameos with Jar Jar Binks (Ahmed Best), C-3PO (Anthony Daniels), Boba Fett (Daniel Logan), R2-D2 (Kenny Baker), Senator Bail Organa (Jimmy Smits) and Dexter Jettster (Ronald Falk).

Yoda (Frank Oz) demonstrates why he is the greatest Jedi of them all and when we realize his power and skill, although the audience laughs, it is with him and not at him. The key villain in the film is Count Dooku, portrayed by Christopher Lee who was also the bad guy in The Lord of the Rings. Jango Fett (Temuera Morrison) is the soldier whose DNA is used to create the clone army. Morrison was the abusive husband in the classic film Once Were Warriors, about people of color down under. These performances give the film the texture it needs to not be considered cartoon-like among all the CGI technology. Even Samuel L. Jackson’s Mace Windu transcends his kindergarten level lines from the "Menace" and gets into some action scenes using a saber rather than a Shaft (pun intended).

Many folks were really irritated with the character of Jar Jar Binks in "Menace" and were relieved to see a toned down role in this film. Lucas and Best dismiss the critics as "…either Internet grouches or cynics who can’t stomach the cutesy humor." Some critics charge that Best, who is African-American, delivered the antics of Stepin Fetchit. He defends his actions by saying that the character was perceived in the image of Buster Keaton and Jerry Lewis, with which we tend to agree.

George Lucas describes "Attack of the Clones" as "…a big, wide-eyed adventure film in the tradition and celebration of the Saturday matinee serials of Hollywood’s golden age. They were unpretentious and designed to thrill with lots of energy, suspense and excitement. You went to those movies to escape and enjoy yourself, and that’s what I wanted to capture with Attack of the Clones." From our point of view, he far exceeded his objective. Anyone who does not like this movie would probably take the pop out of popcorn.